Posting of Circular

RNS Number : 5345D

Rockhopper Exploration plc

30 April 2013

ROCKHOPPER EXPLORATION PLC

("ROCKHOPPER" OR THE "COMPANY")

POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING

PROPOSED CANCELLATION OF THE SHARE PREMIUM ACCOUNT AND AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES

Further to the announcement of 27 March 2013, the Company is pleased to confirm that it is today posting a Circular to Shareholders. The purpose of the Circular is to seek the approval of Shareholders at a General Meeting to be held on 4 June 2013, for the Company to cancel its Share Premium Account and for the Directors to be given the authority for the Company to purchase its own Ordinary Shares.

Cancellation of Share Premium Account

The Directors believe it to be important that the Company has the flexibility to pay dividends to Shareholders and to make purchases of its own shares where to do so would benefit the Company. However, as at 31 March 2013, the Company had, on the basis of its unaudited management accounts, retained losses of US$29,370,466 and is therefore prohibited from paying dividends or purchasing its own shares. The proposed cancellation of the Share Premium Account is expected to create distributable reserves of US$549,383,668 if the cancellation is approved by the Court. These distributable reserves would then be available (subject to the approval of the Court), for any corporate purposes which the Directors may consider appropriate including the funding of dividends and to facilitate any buy-back of the Company's own ordinary shares. In order to approve the proposed cancellation, the Court will need to be satisfied that the interests of the Company's creditors will not be prejudiced as a result of the cancellation.

Authority for the Company to purchase its own Ordinary Shares

In addition to the proposal to cancel the Company's Share Premium Account, a resolution is being proposed at the General Meeting which will, if passed and provided that the Court approves the cancellation of the Company's Share Premium Account and the distributable reserve arising is available to be distributed, allow the Company to make purchases of its own Ordinary Shares in the market on such terms and in such manner as the Directors may determine.

However, in accordance with IPC Guidelines the authority sought will be limited to 10 per cent of the Company's issued Ordinary Shares and the minimum price that may be paid for each Ordinary Share is 1 pence and the maximum price that may be paid for each Ordinary Share is an amount equal to 105 per cent of the average of the middle market quotations for the Ordinary Shares as derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately preceding the day on which such share is contracted to be purchased.

While the Directors have no immediate plans to make any purchase of the Company's own Ordinary Shares they would like to have the ability to act swiftly if circumstances arise where they consider that any such purchase would be desirable and appropriate. In addition, the Directors wish to avoid a situation where they feel able from a commercial standpoint to recommend the payment of or to declare a dividend but are precluded from doing so because the Company has insufficient distributable reserves. It is the Directors current intention that no decision for the Company to make dividend payments or to purchase its own shares would be made before the Company has completed an evaluation of its medium-term funding requirements. Concept Selection for the Sea Lion development, which is anticipated to take place in mid 2013 will be a key part of this evaluation as the choices made are expected to provide greater clarity on the expected cost and schedule of the project.

Notice of a General Meeting of the Company at which resolutions will be proposed by the Company to cancel the Share Premium Account and for the Directors to be given the authority for the Company to purchase its own Ordinary Shares is attached to the Circular.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Date circular posted	30 April 2013
Latest time and date for receipt of Forms of Proxy for the General Meeting	10.00 a.m. on 2 June 2013
General Meeting	10.00 a.m. on 4 June 2013
Court hearing to confirm cancellation of Share Premium Account	3 July 2013¹
Effective Date	on or around 4 July 2013²

¹ This date is subject to any changes which may be imposed by the Court.

² This date will depend on, amongst other things, the date on which the Court confirms the cancellation of the Share Premium Account.

³ If any of the above times or dates should change, the revised times and/or dates will be notified to Shareholders by an announcement to a Regulatory Information Service.

DEFINITIONS

"Company"	Rockhopper Exploration plc
"Companies Act"	the Companies Act 2006, as amended
"Court"	the High Court of Justice of England and Wales
"Directors" or "Board"	the board of directors of the Company
"Effective Date"	the date on which the proposed cancellation of the Share Premium Account will become effective
"General Meeting"	the General Meeting of the Company to be held at the offices of Ashurst LLP, Broadwalk House, 5 Appold Street, London EC2A 2HA on 4 June 2013 at 10.00 a.m.
"IPC Guidelines"	guidelines issued by organisations such as the Association of British Insurers and the National Association of Pension Funds representing the interests of their members consisting of large institutional shareholders
"Ordinary Shares"	ordinary shares of 1p each in the capital of the Company
"Share Premium Account"	the share premium account of the Company
"Shareholder"	a holder of Ordinary Shares